8-K - RNG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2023

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36089	94-3322844
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock	New York Stock Exchange
par value 0.0001

All values are in US Dollars.

Item 1.01 Entry into a Material Definitive Agreement.

On August 11, 2023, RingCentral, Inc., a Delaware corporation (the “Company”), RingCentral International, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“RGC International”), RingCentral IP Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“RGC IP Holdings”), and RingCentral Holdings I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“RGC Holdings”, and, together with RGC International and RGC IP Holdings, the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $400 million aggregate principal amount of 8.500% Senior Notes due 2030 (the “Notes”). The Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offering of the Notes is expected to close on August 16, 2023, subject to satisfaction of customary closing conditions.

The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain domestic subsidiaries of the Company. The Subsidiary Guarantors will initially guarantee the Notes.

The Company intends to use the net proceeds from the offering to repurchase and/or repay a portion of its outstanding convertible notes. The Company intends to use the remainder of the net proceeds from the offering, if any, for general corporate purposes, which may include working capital, capital expenditures, repurchases or repayments of existing debt, potential strategic transactions and acquisitions.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities.

Item 8.01 Other Events.

On August 9, 2023, the Company issued a press release announcing that it proposed to offer the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On August 11, 2023, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 9, 2023.
99.2	Press Release dated August 11, 2023.
104	Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

RINGCENTRAL, INC.
By:	/s/ Sonalee Parekh
Name:	Sonalee Parekh
Title:	Chief Financial Officer

Date: August 14, 2023

Document

Exhibit 99.1

RingCentral Announces Proposed Private Offering of $400 Million of Senior Unsecured Notes Due 2030

BELMONT, Calif., August 9, 2023 – RingCentral, Inc. (“RingCentral” or the “Company”) (NYSE: RNG) announced today that it intends to offer, subject to market and other conditions, $400 million aggregate principal amount of its senior notes due 2030 (the “notes”) in a private offering (the “offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The notes will be senior unsecured obligations of the Company and are expected to be fully and unconditionally guaranteed on a senior unsecured basis by certain subsidiaries of the Company.

The Company intends to use a portion of the net proceeds from this offering to repurchase and/or repay a portion of its outstanding convertible notes. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes, which may include working capital, capital expenditures, repurchases or repayments of existing debt, potential strategic transactions and acquisitions.

The notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of, the notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum. The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, our outstanding convertible notes.

About RingCentral

RingCentral is a leading global provider of cloud-based business communications and collaboration solutions that seamlessly combine phone, messaging, video meetings, and contact center. RingCentral empowers customers with AI-powered conversation intelligence that unlocks insights from their interaction data to accelerate business outcomes. With decades of expertise in reliable and secure cloud communications, RingCentral has earned the trust of millions of customers and thousands of partners worldwide. Visit ringcentral.com to learn more.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether RingCentral will be able to consummate the offering and the receipt and use of the net proceeds from the offering, including any repurchase or repayment of our outstanding convertible notes. Forward-looking statements may be identified by the use of the words “may,” “will,” “expect,” “intend” and other similar expressions. These forward-looking statements are based on estimates and assumptions by RingCentral’s management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks, including investor demand, market conditions, customary closing conditions and other factors. Actual results may differ materially from those anticipated or predicted by RingCentral’s forward-looking statements. All forward-looking statements are subject to other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2022, and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, and the risks discussed in our other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements in this press release are based on information available to RingCentral as of the date hereof, and we undertake no obligation to update the forward-looking statements contained in this press release.

Investor Relations Contact

Will Wong, RingCentral

650-450-4826

ir@ringcentral.com

Document

Exhibit 99.2

RingCentral Announces Pricing of $400 Million of Senior Unsecured Notes Due 2030

BELMONT, Calif., August 11, 2023 – RingCentral, Inc. (“RingCentral” or the “Company”) (NYSE: RNG) announced today that it has priced its offering of $400 million aggregate principal amount of its 8.500% senior notes due 2030 (the “notes”) in a private offering (the “offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on August 16, 2023, subject to customary closing conditions.

The Company intends to use the net proceeds from this offering to repurchase and/or repay a portion of its outstanding convertible notes. The Company intends to use the remainder of the net proceeds from this offering, if any, for general corporate purposes, which may include working capital, capital expenditures, repurchases or repayments of existing debt, potential strategic transactions and acquisitions.

The notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain domestic subsidiaries of the Company. RingCentral International, Inc., RingCentral IP Holdings, Inc. and RingCentral Holdings I, Inc. will initially guarantee the notes.

About RingCentral

Forward-Looking Statements

Investor Relations Contact

Will Wong, RingCentral

650-450-4826

ir@ringcentral.com